Grant Begley
AgEagle Aerial SystemsAbout Grant Begley
Grant Begley (age 71) is Chairman of the Board at AgEagle Aerial Systems (UAVS), serving on the Board since June 2016 and as interim Chief Executive Officer from January 2024 through April 15, 2024 . He is President of Concepts to Capabilities Consulting LLC (since July 2011), and previously served as Corporate Senior Vice President at Alion Science and Technology (Aug 2010–Sep 2011), Pentagon Senior Advisor for Unmanned Systems, and held defense-industry leadership roles at Raytheon and Lockheed Martin following a 26-year U.S. Navy career (Top Gun) . He holds master’s degrees in Aerospace and Aeronautic Engineering from the Naval Postgraduate School and a bachelor’s degree in General Engineering from the U.S. Naval Academy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concepts to Capabilities Consulting LLC | President | Since July 2011 | Advises global aerospace clients on competitive positioning and performance |
| Alion Science and Technology | Corporate Senior Vice President | Aug 2010 – Sep 2011 | Senior leadership in defense technology |
| Office of the Under Secretary of Defense (Pentagon) | Senior Advisor for Unmanned Systems | Prior to Sep 2011 | Led development of DoD’s 2011 Unmanned Systems Roadmap |
| Raytheon; Lockheed Martin | Defense-industry leadership roles | Prior to Pentagon advisory | Initiated and led cross-corporation unmanned systems/robotics efforts |
| U.S. Navy | Naval Aviator (Top Gun); acquisition assignments | 26 years | Operational fighter aviation; acquisition of next-gen manned/unmanned systems |
External Roles
- No current public company directorships disclosed in proxy materials for Begley .
Board Governance
- Roles and tenure: Chairman of the Board (since Oct 13, 2023); Director since June 2016; interim CEO Jan–Apr 15, 2024 .
- Independence: The Board explicitly designated Brent Klavon, Kevin Lowdermilk, and L.B. Day as independent under NYSE American rules; Begley is not listed among independent directors .
- Committee assignments (current): The standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors; current members do not include Begley .
- Committee assignments (historical): Prior to his interim CEO appointment (Dec 2023), Begley chaired the Compensation Committee and served on Audit and Nominating & Corporate Governance .
- Attendance and engagement: In 2024, the Board held 13 meetings and committees held 5 meetings; all incumbent directors attended >75% of their Board and committee meetings; there were 13 executive sessions of the Board, which the company states were led by the independent Chairman of the Board .
Fixed Compensation
| Year | Cash Fees (Annual/Actual) | Committee/Chair Fees | Equity Grant (Units/Structure) | Notes |
|---|---|---|---|---|
| 2024 (Structure) | $40,000 | Audit Chair $16,000; Audit Member $8,000; Non-Audit Chair $12,000; Non-Audit Member $6,000 | 14,000 RSUs (annual) | Paid quarterly |
| 2024 (Begley actual) | $48,000 | Included in cash shown (if any) | $4,314 FV stock award | Total $52,314 |
| 2023 (Begley) | $30,000 | Included in cash shown (if any) | $52,558 FV stock award | Total $82,558 |
- RSU vesting: Director restricted stock units vest over a two-year period .
Performance Compensation
| Element | 2024 Begley | 2023 Begley | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| RSU Award (Grant-date fair value) | $4,314 | $52,558 | RSUs vest over two years | No director performance metrics disclosed; director equity is time-based |
No options or performance share units for directors disclosed for 2024; company notes it does not currently grant new stock options/SARs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board roles for Begley disclosed in proxy |
Expertise & Qualifications
- Unmanned systems/defense: Pentagon Senior Advisor for Unmanned Systems; led DoD’s 2011 roadmap; leadership roles at Raytheon and Lockheed Martin focusing on advanced capabilities in unmanned systems and robotics .
- Military leadership: 26-year U.S. Navy career; fighter pilot (Top Gun); acquisition leadership for next-gen manned and unmanned aircraft and weapon systems .
- Education: M.S. Aerospace and Aeronautic Engineering (Naval Postgraduate School); B.S. General Engineering (U.S. Naval Academy) .
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 14,803 | Record Date Apr 24, 2025 | <1% of shares outstanding |
| Ownership as % of outstanding | <1% | Record Date Apr 24, 2025 | 13,009,329 shares outstanding |
| Outstanding unvested/vested awards (NEO table context) | 0 RSUs/options outstanding | FY2024 year-end | No outstanding equity awards listed for Begley |
| Hedging/pledging | Prohibits directors/officers from derivative transactions, holding shares in margin accounts, and short sales | Policy effective; cited in proxy | Anti-hedging; no margin/short sales |
| Section 16(a) compliance | One late report covering one transaction | FY2024 | Administrative error noted by company |
Shareholder Voting Signals (Investor Confidence)
| Item | For | Against | Withheld/Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Election of Grant Begley (2025 AGM) | 641,732 | — | 80,099 | 4,344,332 | Elected |
| Say-on-Pay (2025 AGM) | 561,064 | 137,348 | 23,419 | 4,344,332 | Approved (advisory) |
| Equity Plan Amendment (increase shares) (2025 AGM) | 345,857 | 263,969 | 112,005 | 4,344,332 | Not approved |
Related-Party Transactions and Conflicts
- The company reports no related-party transactions since January 1, 2023 requiring disclosure; audit committee reviews any related-person transactions meeting thresholds .
- Anti-hedging/anti-pledging posture via insider trading policy (no derivatives, margin accounts, or short sales) reduces misalignment risk .
Governance Assessment
- Strengths: Deep unmanned systems/defense expertise aligned with UAVS’s sector; long tenure brings continuity; Board led 13 executive sessions and all incumbents achieved >75% attendance, indicating active oversight .
- Independence/role mix: Begley is non-employee Chair but not designated independent under NYSE American rules (Board named three others as independent); he is not on standing committees, which are solely independent members—this mitigates potential conflicts from his interim CEO service in 2024 .
- Pay alignment: Director pay is modest; 2024 mix skewed more toward cash for Begley ($48k cash, $4.3k equity) versus 2023 (higher equity FV), while RSUs vest time-based, not performance-contingent .
- Shareholder sentiment: Begley’s re-election received 641,732 for vs 80,099 withheld; say-on-pay passed; however, shareholders rejected the proposed 2025 equity plan share increase, signaling dilution sensitivity .
- Red flags: One late Section 16(a) filing for Begley (administrative) noted by the company; no related-party transactions disclosed .